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1. Parties: Identification of the seller and buyer with complete details including registration numbers and addresses

2. Background: Context of the sale, brief description of the business and goodwill being transferred

3. Definitions: Key terms used in the agreement including 'Goodwill', 'Business', 'Effective Date', etc.

4. Sale and Purchase of Goodwill: Core clause defining the transfer of goodwill and what it comprises

5. Consideration: Purchase price, payment terms, and method of payment

6. Completion: Details of when and how the transfer will be completed, including conditions precedent

7. Seller's Warranties: Warranties regarding ownership, right to sell, absence of encumbrances, etc.

8. Non-Compete Covenant: Seller's obligations not to compete or solicit customers post-sale

9. Confidentiality: Obligations regarding business information and trade secrets

10. Further Assurance: Commitment to execute additional documents or actions necessary

11. Governing Law and Jurisdiction: Specification of Indian law and relevant jurisdiction

12. Dispute Resolution: Process for resolving disputes including arbitration provisions

1. Schedule 1 - Business Description: Detailed description of the business whose goodwill is being transferred

2. Schedule 2 - Valuation Report: Independent valuation of the goodwill being transferred

3. Schedule 3 - Assets List: List of tangible and intangible assets included in the goodwill

4. Schedule 4 - Customer List: List of current customers and contact details

5. Schedule 5 - Completion Requirements: Detailed list of documents and actions required at completion

6. Appendix A - Form of Transfer Deed: Template deed for executing the transfer

7. Appendix B - Non-Compete Terms: Detailed terms of the non-compete covenant including geographical and temporal scope